exv10w1






EXHIBIT 10.1




AMENDMENT NO. 1 TO CREDIT AGREEMENT AND TO GUARANTEE AND

COLLATERAL AGREEMENT




          This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND TO GUARANTEE AND COLLATERAL AGREEMENT (this
“Amendment”) is entered into as of this 7th day of July, 2008, by and among SKILLSOFT PLC,
an Irish public limited company, (“Holdings”), SKILLSOFT CORPORATION, a Delaware Corporation, (the
“Borrower”), the LENDERS party hereto and CREDIT SUISSE, as administrative agent (in such
capacity and together with its successors, the “Administrative Agent”) and as collateral
agent (in such capacity and together with its successors, the “Collateral Agent”). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (as hereinafter defined).




RECITALS




          WHEREAS, Holdings, the Borrower, Lenders, the Administrative Agent and the other Agents named
therein have entered into that certain Credit Agreement dated as of May 14, 2007 (the “Credit
Agreement”); and




          WHEREAS, Holdings the Borrower, the Collateral Agent and the other “Grantors” named therein
have entered into that certain Guarantee and Collateral Agreement dated as of May 14, 2007 (the
“Guarantee and Collateral Agreement”); and




          WHEREAS, Holdings and the Borrower have requested that the Administrative Agent, Collateral
Agent and Required Lenders amend the Credit Agreement and the Guarantee and Collateral Agreement on
the terms and conditions set forth herein; and




          WHEREAS, the Administrative Agent, Collateral Agent and Required Lenders have agreed to such
amendments upon the terms and conditions set forth herein.




          NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:



SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in
Section 5 hereof:




     (a) The definition of “Applicable Margin” set forth in Section 1.01 of the Credit
Agreement is hereby amended by amending and restating clause (a) set forth therein to read as
follows:




     “(a) for each Type of Term Loan, the rate per annum equal to 3.50% for
Eurodollar Term Loans and 2.50% for ABR Term Loans and”



     (b) The definition of “Excess Cash Flow” set forth in Section 1.01 of the Credit
Agreement is hereby amended by amending and restating clause (b)(iv) therein to read as follows:



 









 






     “(iv) permanent repayments of Indebtedness (other than repayments of Loans
under Section 2.12, Section 2.13 or under Section 6.06(a)(vi) hereunder) made by
Holdings, the Borrower and the Subsidiaries during such fiscal year, but only to the
extent that such repayments by their terms cannot be reborrowed or redrawn and do
not occur in connection with a refinancing of all or any portion of such
Indebtedness”



     (c) The definition of “Irish Guarantors” set forth in Section 1.01 of the Credit
Agreement is hereby amended by adding the language “and the Irish IP Guarantor” to the end thereof.



     (d) Section 1.01 of the Credit Agreement is hereby amended by adding the new term “Irish
IP Guarantor” to such Section 1.01 in its proper alphabetical place to read as follows:




     “Irish IP Guarantor” shall mean a direct Subsidiary of Holdings
organized under the laws of Ireland that shall be deemed a “Loan Party” and an
“Irish Guarantor” for all purposes under the Loan Documents immediately prior to the
asset purchase described under clause (a) of this definition and for which the
following requirements shall have been satisfied in form and substance reasonably
satisfactory to the Administrative Agent simultaneously with the closing of such
asset purchase: (a) such Subsidiary shall have purchased substantially all the
intellectual property owned by Borrower in return for an unsecured subordinated
promissory note, in each case pursuant to documentation reasonably satisfactory to
the Administrative Agent; (b) such Subsidiary and the Borrower shall have entered
into a license agreement pursuant to which such Subsidiary licenses back to the
Borrower such intellectual property pursuant to documentation reasonably
satisfactory to the Administrative Agent; (c) the Loan Parties and such Subsidiary
shall have complied with all the requirements of Section 5.09 and 5.10 of the Credit
Agreement to cause (i) such Subsidiary to guarantee all the Obligations and to grant
a first priority perfected liens on the assets of such Subsidiary (including,
without limitation, all intellectual property, license agreements and accounts
receivable) to secure the Obligations and (ii) Holdings to grant a first priority
perfected lien in on all the Equity Interests of such Subsidiary to secure the
Obligations; (d) the Administrative Agent shall have received corporate documents
and certificates in respect of such Subsidiary in form and substance substantially
similar to those delivered by the other Irish Guarantors on the Closing Date; and
(e) the Administrative Agent shall have received an opinion from counsels to such
Subsidiary and the Administrative Agent in form and substance substantially similar
to the opinion delivered in respect of the other Irish Guarantors on the Closing
Date.



     (e) Section 2.13(e) of the Credit Agreement is hereby amended by amending and restating clause
(y) therein to read as follows:




     “(y) the sum of (1) any voluntary prepayments of the Term Loans made under
Section 2.12 in such fiscal year, plus (2) any mandatory prepayments of the
Term Loans made pursuant to Section 6.06(a)(vi) in such fiscal year, plus
(3) any prepayments of the Revolving Loans made under Section 2.12 in such



2









 







fiscal year to the extent accompanied by a permanent reduction in the Revolving
Credit Commitments by the amount of such Revolving Loan prepayment pursuant to
Section 2.09.”



     (f) Section 6.06(a) of the Credit Agreement is hereby amended by adding a new clause (vi) at
the end of clause (v) therein to read as follows:




     “, and (vi) in addition to purchases of Equity Interests of Holdings permitted
under clauses (iii) and (v) of this Section 6.06(a), Holdings may purchase
additional Equity Interests in Holdings outstanding in the open market, and the
Borrower may make distributions to Holdings to permit Holdings to make such
purchases so long as the following conditions are satisfied in respect of each such
purchase: (A) no Event of Default or Default shall have occurred and be continuing
at the time of such purchase or after giving effect thereto; and (B) the Leverage
Ratio shall be no greater than 2.75:1.0 as of the most recently completed fiscal
quarter ending prior to the date of such purchase for which the financial statements
and certificates described in Sections 5.04(a) or 5.04(b) and 5.04(d) were required
to be delivered; provided, that it shall be a condition subsequent to each
such purchase that Borrower make a prepayment of the Term Loans in an amount equal
to the US dollar amount of each purchase, which prepayment shall be made as soon as
practical after the date of such purchase but no later than the last Business Day of
the month in which such purchase was made and such prepayment shall be applied
pro rata against the remaining scheduled installments of principal
due in respect of the Term Loans; provided, further, that no such prepayment
of the Term Loans shall be required for the first $24,000,000 of purchases made from
and after July 7, 2008.



     (g) Schedule 1.01 to the Credit Agreement is hereby amended by adding the Irish IP Guarantor
thereto as an additional Subsidiary Guarantor and upon satisfaction of the requirements listed
under the definition of Irish IP Guarantor, the Administrative Agent shall have received a
supplement to Schedule 1.01 listing the legal name and jurisdiction of the Irish IP Guarantor.


SECTION 2. Limited Waiver and Consent. The Requisite Lenders hereby (a) agree to waive the
requirement that the Borrower pledge the intercompany note described in clause (a) of the
definition of “Irish IP Subsidiary” pursuant to Section 6.04(a)(ii)(C) of the Credit Agreement and
pursuant to Sections 4.08 and 5.01 of the Guarantee and Collateral Agreement and (b) consent to the
exclusion of such intercompany note described in clause (a) of the definition of “Irish IP
Subsidiary” from the definition of “Collateral” under the Guarantee and Collateral Agreement;
provided, that that this limited waiver and consent shall be (i) subject to the prior
satisfaction of the conditions precedent set forth in Section 5 hereof, (ii) subject to the prior
or simultaneous satisfaction of all the requirements set forth in the definition of “Irish IP
Subsidiary”, (iii) subject to the Irish IP Subsidiary and the Borrower having executed an Affiliate
Subordination Agreement with respect to such intercompany note and (iv) limited solely to such
intercompany note and shall not be deemed a waiver or consent in respect of any other transaction
or provision of the Loan Documents.




3









 







SECTION 3. Amendment to Guarantee and Collateral Agreement. Subject to the satisfaction of
the conditions precedent set forth in Section 5 hereof, Section 1.01 of Guarantee and Collateral
Agreement is hereby amended by adding to the definition of “Excluded Assets” a new clause (vi) at
the end of clause (v) therein to read as follows:





     “and (vi) the unsecured subordinated promissory note issued by the Irish IP
Guarantor in favor of the Borrower pursuant to clause (a) of the definition of Irish
IP Guarantor”.


SECTION 4. Representations And Warranties Of Holdings and Borrower. Each of Holdings and
Borrower represents and warrants that:




     (a) The execution, delivery and performance by such Person of this Amendment has been duly
authorized by all necessary corporate action and is the legal, valid and binding obligation of such
Person enforceable against such Person in accordance with its terms, except as the enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally and (ii) general principles of
equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and



     (b) After giving effect to this Amendment, (i) each of the representations and warranties by
each such Person contained in the Credit Agreement is true and correct in all material respects on
and as of the date hereof as if made on the date hereof (except to the extent that such
representation or warranty expressly relates to an earlier date) and (ii) no Event of Default shall
have occurred and be continuing under the Credit Agreement.


SECTION 5.
Conditions To Effectiveness. This Amendment shall be effective upon
satisfaction of the following conditions precedent:




     (a) Execution and delivery of this Amendment by Holdings, the Borrower, the Administrative
Agent, the Collateral Agent and the Required Lenders;



     (b) Each representation and warranty contained herein shall be true and correct in all
respects;



     (c) The Borrower shall have paid to the Administrative Agent, for the ratable benefit of the
Lenders who have executed and delivered this Amendment to the Administrative Agent on or prior to
12:00 p.m. (noon) eastern standard time on Monday, July 7, 2008, an Amendment fee equal to 20 basis
points multiplied by the sum of (i) the principal amount of the Term Loans outstanding on the date
hereof plus (ii) the Revolving Credit Commitments in effect on the date hereof, which fee shall be
deemed earned in full and payable upon execution of this Amendment;



     (d) The Borrower shall have paid to the Administrative Agent all other fees, costs and
expenses relating to this Amendment as the Administrative Agent shall have detailed to the
Borrower;



     (e) Each Guarantor shall have executed a reaffirmation of its guarantee of the Obligations in
form and substance satisfactory to Administrative Agent; and



4









 





     (f) The Borrower shall have provided the Administrative Agent with a copy of resolutions
adopted by the Board of Directors of Borrower approving this Amendment and the transactions
described herein, which resolutions shall be certified by the secretary of the Borrower as duly
adopted and in full force and effect.



SECTION
6. Reference To And Effect Upon The Credit Agreement.




     (a) Except as specifically modified herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent, the Collateral Agent or any Lender under
the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit
Agreement or any Loan Documents, except as set forth in Section 2 of this Amendment.


SECTION 7. Costs And Expenses. Borrower agrees to reimburse the Administrative Agent for
all reasonable fees, costs and expenses incurred by the Administrative Agent, including the
reasonable fees, costs and expenses of counsel or other advisors to the Administrative Agent for
advice, assistance, or other representation in connection with this Amendment.



SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.



SECTION 9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.



SECTION 10. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.




(signature pages follow)




5









 









          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Credit Agreement
as of the date first written above.




	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	Anthony (name in block capitals)

	 	 	)	 	 	 	 	 
	as attorney of

	 	 	)	 	 	 	 	 
	SKILLSOFT PUBLIC LIMITED COMPANY

	 	 	)	 	 	 	 	 
	 

and in exercise of a power of attorney

	 	 	)	 	 	/s/ Anthony Amato
	 	 
	under the hand and seal of

	 	 	)	 	 	 	 	 
	SKILLSOFT PUBLIC LIMITED COMPANY

	 	 	)	 	 	 	 	 
	 

in the presence of :

	 	 	)	 	 	 	 	 






	 	 	 	 	 
	 

	 	 

Signature of attorney
	 	 






	 	 	 
	Signature of witness:

	 	/s/ Robin Morris

	 
	 	 
	Name:

	 	Robin Morris
	 
	 	 
	Address:

	 	107 Northeastern Blvd
	 
	 	 
	 

	 	Nashua, NH 03062






	 	 	 	 	 
	SKILLSOFT CORPORATION	 	 
	 
	 	 	 	 
	By: 

Name: 
	 	/s/ Anthony Amato
 

Anthony P. Amato
 

 

	 	   
	Title:
	 	CAO	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as

Administrative Agent, Collateral Agent, Issuing Bank

and Swingline Lender

 	 
	 	By:  	/s/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Christopher Reo Day
 	 
	 	 	Name:  	Christopher Reo Day 	 
	 	 	Title:  	Associate 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	AMMC CLO III, LIMITED	 	 
	 	 	By:	 	American Money Management Corp.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Chester M. Eng	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Chester M. Eng	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	AMMC VIII, LIMITED	 	 
	 	 	By:	 	American Money Management Corp.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Chester M. Eng	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Chester M. Eng	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 









 








BlackRock Senior Income Series V (f/k/a Granite Finance Limited)

Magnetite V CLO, Limited

BlackRock Senior Income Series II

Longhorn CDO III, LTD




	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	/s/ Anthony Heyman
 	 
	 	 	Name:  	Anthony Heyman 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 












 





	 	 	 	 	 	 	 
	 	 	TRIBECA PARK CLO LTD.	 	 
	 	 	By: GSO Debt Funds Management LLC,	 	 
	 	 	as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sanjai Bhonsle
 

Name: Sanjai Bhonsle
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	ATLANTIS FUNDING LTD.	 	 
	 

	 	By:
	 	INVESCO Senior Secured Management, Inc.,	 	 
	 

	 	 	 	as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Ewald
 

Name: Thomas Ewald
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	ColumbusNova CLO IV Ltd. 2007-II	 	 
	 
	 	 	 	 	 	 
	 	 	COLUMBUSNOVA,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Cal
 

Name: Paul Cal
	 	 
	 

	 	 	 	Title: Associate Director	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	CIFC Funding 2007-III, Ltd.	 	 
	 	 	CIFC Funding 2007-50, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elizabeth C. Chow
 

Name: Elizabeth C. Chow
	 	 
	 

	 	 	 	Title: Head of Underwriting	 	 






[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC.,

as a Lender

 	 
	 	By:  	/s/ John T. Leonard
 	 
	 	 	Name:  	John T. Leonard 	 
	 	 	Title:  	SVP 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	FORTRESS CREDIT INVESTMENTS I LTD,

as a Lender

 	 
	 	By:  	/s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	FORTRESS CREDIT INVESTMENTS II LTD,

as a Lender

 	 
	 	By:  	/s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 









 








	 	 	 	 	 
	 	SF-3 Segregated Portfolio, a segregated portfolio of

Shiprock Finance, SPC, for which Shiprock Finance 
SPC
is acting on behalf of and for the account of 
SF-3
Segregated Portfolio, as a Lender

 	 
	 	By:  	/s/ Sean Bresnahan
 	 
	 	 	Name:  	Sean Bresnahan 	 
	 	 	Title:  	Attorney In Fact 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	GOLDENTREE LOAN OPPORTUNITIES III, LIMITED

BY: GOLDENTREE ASSET MANAGEMENT, LP,

as a Lender

 	 
	 	By:  	/s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director — Bank Debt 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED

BY: GOLDENTREE ASSET MANAGEMENT, LP,

as a Lender

 	 
	 	By:  	/s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director — Bank Debt 	 




	[Signature Page to Amendment No.1 to Credit Agreement and 

to Guarantee and Collateral Agreement]






 












 





	 	 	 	 	 
	 	

GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
BY: GOLDENTREE ASSET
MANAGEMENT, LP, 

as a Lender

 	 
	 	By:  	/s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director — Bank Debt 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	Gale Force 3 CLO, Ltd.
By: GSO Debt Funds Management LLC 

as Collateral Manager

 	 
	 	By:  	/s/ Sanjai Bhonsle
 	 
	 	 	Name:  	Sanjai Bhonsle 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	Gale Force 4 CLO, Ltd.
By: GSO Debt Funds Management LLC 

as Collateral Manager

 	 
	 	By:  	/s/ Sanjai Bhonsle
 	 
	 	 	Name:  	Sanjai Bhonsle 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	Stoney Lane Funding I Ltd.
By: HillMark Capital Management, L.P., 

as Collateral Manager 

as a Lender

 	 
	 	By:  	/s/ Kevin Cuskley
 	 
	 	 	Name:  	Kevin Cuskley 	 
	 	 	Title:  	Senior Portfolio Manager 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	AIM FLOATING RATE FUND
BY: INVESCO Senior Secured Management, Inc.

       As Sub-Adviser

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	AVALON CAPITAL LTD. 3
BY: INVESCO Senior Secured Management, Inc.

       As Asset Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 











 





	 	 	 	 	 
	 	BELHURST CLO LTD.

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 





	 	 	 	 	 
	 	CHAMPLAIN CLO, LTD.

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 





	 	 	 	 	 
	 	DIVERSIFIED CREDIT PORTFOLIO LTD.

BY: INVESCO Senior Secured Management, Inc.

       as Investment Adviser

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 





	 	 	 	 	 
	 	HUDSON CANYON FUNDING II, LTD

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager & Attorney In Fact

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 












 





	 	 	 	 	 
	 	KATONAH V, LTD.

BY: INVESCO Senior Secured Management, Inc.

       As Investment Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	LOAN FUNDING IX LLC, for itself or as agent for

Corporate loan funding IX LLC

BY: INVESCO Senior Secured Management, Inc.

       As Portfolio Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	MOSELLE CLO S.A.

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	NAUTIQUE FUNDING LTD.

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	PETRUSSE EUROPEAN CLO S.A.

BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	SARATOGA CLO I, LIMITED

BY: INVESCO Senior Secured Management, Inc.

       As the Asset Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	WASATCH CLO LTD.

BY: INVESCO Senior Secured Management, Inc.

       As Portfolio Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Jeff Kalinowski
 	 
	 	 	Name:  	Jeff Kalinowski 	 
	 	 	Title:  	Senior Vice President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	LIBERTYVIEW LOAN FUND LLC,

as nominee for various Libertyview Funds

as a Lender

 	 
	 	By:  	/s/ Robert Olsen
 	 
	 	 	Name:  	Robert Olsen 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]









 









 











	 	 	 	 	 
	 	TRUST D for a Portion of the Assets of the Kodak

Retirement Income Plan

as a Lender

 	 
	 	By:  	/s/ Robert Olsen
 	 
	 	 	Name:  	Robert Olsen 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 












 





	 	 	 	 	 
	 	LIGHTPOINT CAPITAL MANAGEMENT LLC,

as a Lender

 

	 
	 	LIGHTPOINT CLO VII Ltd.;

LIGHTPOINT CLO VIII Ltd.

 	 
	 	By:  	/s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Senior Vice President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]






 









 








	 	 	 	 	 
	 	WIND RIVER CLO II – TATE INVESTORS, LTD


	 	By:  McDonnell Investment Management, LLC, as Manager	 
	 	 	 
	 	By:  	/s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]






 









 








	 	 	 	 	 
	 	PANGEA CLO 2007-1 Ltd, as a Lender

 	 
	 	By:  	/s/ Kristin Clark
 	 
	 	 	Name:  	Kristin Clark 	 
	 	 	Title:  	Assistant Secretary 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]






 









 








	 	 	 	 	 
	 	Tralee CDO I, Ltd.	 
	 	BY:  	Par-Four Investment Management, LLC

as Collateral Manager	 
	 
	 	By:  	/s/ Edward Labrenz
 	 
	 	 	Name:  	Edward Labrenz 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	STERLING FARMS FUNDING, INC.

as a Lender

 	 
	 	By:  	/s/ L. Murchison Taylor
 	 
	 	 	Name:  	L. Murchison Taylor 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]




 









 








	 	 	 	 	 
	 	SAGAMORE CLO LTD.


BY: INVESCO Senior Secured Management, Inc.

       As Collateral Manager

 	 
	 	By:  	/s/ Thomas Ewald
 	 
	 	 	Name:  	Thomas Ewald 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	SILICON VALLEY BANK, as a Lender

 	 
	 	By:  	/s/ Philip T. Silvia III
 	 
	 	 	Name:  	Philip T. Silvia III 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]





 









 








	 	 	 	 	 
	 	T2 INCOME FUND CLO I LTD., as a Lender

By: T2 ADVISERS, LLC
 	 
	 	 	 
	 	By:  	/s/ Philip T. Silvia III
 	 
	 	 	Name:  	Saul Rosenthal 	 
	 	 	Title:  	President 	 



[Signature Page to Amendment No.1 to Credit Agreement and

to Guarantee and Collateral Agreement]